Written resolution

What it means

A written resolution, per rollam voting, is a way for shareholders or members of a body to take a decision without meeting in person. The draft resolution is sent to everyone entitled to vote, they respond in writing or electronically within a set period, and the result is determined by counting the votes.

In an s. r. o. it is possible if the articles of association allow it, in a joint-stock company if the statutes do. They also set the procedure, the response period, the form of voting and how a shareholder’s silence is treated, for example whether it counts as a vote against.

The Commercial Code also permits voting by electronic means and remote participation in meetings where the articles or statutes provide for it. A per rollam resolution has the same effect as one passed at the general meeting.

How it works in practice

In practice it suits routine decisions such as approving the financial statements and the distribution of profit where shareholders live in different cities or countries. We prepare the draft resolution together with the accounts and attach the supporting documents.

The voter’s signature must match the form the law requires for that decision. If the decision amends the articles or goes to the commercial register, a certified signature, a qualified electronic signature or a notarial deed may be needed.

The result is communicated to all shareholders and recorded much like the minutes of a general meeting. With a single shareholder per rollam voting is not used, because they decide alone by a sole shareholder resolution.

What to watch out for

If the articles do not allow per rollam voting, a resolution passed this way can be challenged, and a bank or the registry court need not accept it. Before using it for the first time we therefore check the wording and, if necessary, propose an amendment.

The most common mistakes are procedural: not all shareholders received the draft, the period was too short, or it is unclear when voting closed. A dissenting shareholder can use such defects to challenge the resolution in court, so we recommend delivery with proof of receipt and archiving the results.